      			   LICENSE AGREEMENT

			       fP Technologies Inc.
			      432 W. Gypsy Lane Road
			     Bowling Green, Ohio 43402
			            800-847-4740
			       sales@fileproplus.com

LICENSE

fP Technologies ("Licensor") is providing the accompanying software ("software") and
any related documentation ("documentation") subject to the terms of this agreement.

Title to the media on which the software is recorded is transferred to the customer, 
but title to the software itself, which is protected by copyright and patent law, is
not transferred.

The software and documentation is subject to protection under United State Copyright 
Laws. You have a non-exclusive right to use the software and documentation. You may 
not use the software on a computer or network serving more users than your license 
allows. You may not distribute copies of the software or documentation to others. 
You may not modify or translate the software or documentation in any way or manner. 
You may not use, copy or transfer the software or any copy except as provided for 
in this Agreement. If you transfer possession of any copy of the software to another
party (except in connection of the sale of your license rights, described below) your 
license is automatically terminated. 

ARCHIVAL COPY

You may make an archival copy of the software for the sole purpose 
of backup, so long as you reproduce and include the copyright notice and any other 
notices on the backup copy. You may sell your license rights (in the software) to 
another party. If you sell your license rights (in the software) you must simultaneous 
transfer the documentation and any backup copy or destroy the backup copy. You 
cannot sell your license rights (in the software) to another party unless that party 
also agrees to all of the terms and conditions of this Agreement.

TERM

This license is effective until terminated. You may terminate it any time. You agree 
that upon termination of this License for any reason, you will destroy or return the 
software and documentation together with all copies and modifications in any form.

OBJECT CODE

You may understand and acknowledge that the software consists of object code only, 
and that Licensor shall not supply source code versions of the software. You shall 
not create or attempt to create the source code or any part thereof by decompilation 
or otherwise.

LIMITED WARRANTY

Licensor does not warrant that the functions contained in the software will meet your 
requirements or that the operation of the software will be uninterrupted or error free. 
However, Licensor warrants that the physical media on which the software is furnished 
will be free from defects in materials and workmanship under normal use for a period 
of thirty (30) days from the date of delivery to you. Licensor's sole obligation under 
this limited warranty shall be to replace the defective item of physical media. To 
receive a replacement, return the defective item(s) to Licensor with a copy of your 
receipt. If Licensor is unable to deliver a replacement which is free of defects in 
materials and workmanship you may terminate this Agreement by returning the software 
and documentation to Licensor and your money will be refunded EXCEPT AS 
PROVIDED ABOVE, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED 
"AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, 
INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF 
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE 
RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND 
DOCUMENTATION IS WITH YOU.

SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, 
SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES 
YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH 
VARY FROM STATE TO STATE.

LIMITATIONS OF LIABILITY

Except for your rights specified under Licensor's "Limited Warranty", Licensor's 
entire liability and your exclusive remedy for any claim for injury arising from the 
use of the software and documentation shall be limited to the return of the price you 
paid for the software and documentation. IN NO EVENT WILL LICENSOR BE 
LIABLE FOR ANY DAMAGES, INCLUDING ANY LOSS OF PROFITS, LOST SAVING 
OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH 
OR ARISING FROM USE OR INABILITY TO USE THE SOFTWARE OR 
DOCUMENTATION, EVEN IF LICENSOR HAS BEEN ADVISED TO THE 
POSSIBILITY OF SUCH DAMAGES.

SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIBILITY 
FOR INCIDENTAL OR CONSEQUENTIAL DMAMGES, SO THE ABOVE LIMITATION 
MAY NOT APPLY TO YOU.

GENERAL

You may not sublicense, assign or transfer the license on the software except as 
expressly provided in this Agreement.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND 
IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU 
FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT 
OF THE AGREEMENT BETWEEN US WHICH SUPERCEDES ANY PROPOSAL OR 
PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS 
BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT..
YOU MAY NOT MODIFY THIS AGREEMENT UNLESS LICENSOR AGREES 
(BY SIGNED WRITING) TO THE MODIFICATION.

